The Board of Directors of the Company have great pleasure in presenting the 15^th Annual Report of the Company together with Audited Standalone and Consolidated Financial Statement for the Financial year ended 31^st March, 2025. This report states compliances as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 12^th October, 2010 with the Corporate Identity No. U24100MH2010PLC208870.

The Company was listed on the SME platform of Bombay Stock Exchange on 30^th April, 2024 and the revised Corporate Identity No. is L24100MH2010PLC208870

• Standalone Financial Performance:

The highlight of the Standalone financial performance of the Company for the year ended 31^st March, 2025 is summarized follows:

2. Business Performance Overview:

Our company is a manufacturer of Hydrated Lime (Calcium Hydroxide) & a distributor of various products such as Poultry feed supplement, Feed Phosphates, Limestone Powder, etc. with rich experience and knowledge we have built a well-established marketing network across India and we distribute animal feed products for various well renowned manufacture over the years, we have successfully supplied an impressive quantity of over 2.50 Lakh metric tons of various products, reflecting our commitment to meeting the demands of the market. The cumulative value of these supplied products has exceeded INR 7,500 million, underscoring our financial significance in the sector. With an average monthly sales volume of 2,650 metric tons, we maintain a consistent presence and contribute to the steady flow of products in the market. Our journey began with a primary focus on animal feed supplement trading till FY 2022-23 and our evolution into manufacturing is happened through the establishment of a 100% owned subsidiary.

Our wholly owned subsidiary company Shivam Chemicals and Minerals Private Limited is located at Dahej Gujarat with a manufacturing capacity of 60,000 MT. They are engaged in manufacturing of Hydrated lime (Calcium hydroxide) product.

Standalone Financial Performance Overview:

During the year under review, the Company has earned a total revenue of Rs.20,810.40/- Lakhs for the year ended 31^st March, 2025 as against Rs.13,639.57/- Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs.346.03/- Lakhs for the year ended 31^st March, 2025 as compared to Rs.283.93/- Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended 31^st March, 2025 stood at Rs.257.14/- Lakhs as compared to Rs.200.64/- Lakhs in the previous financial year.

Consolidated Financial Performance Overview:

During the year under review, the Company has earned a total revenue of Rs.22,555.95/- Lakhs for the year ended 31^st March, 2025 as against Rs.14,685.94/- Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs.303.34/- Lakhs for the year ended 31^st March, 2025 as compared to Rs.204.16/- Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended 31^st March, 2025 stood at Rs.209.30/- Lakhs as compared to Rs.120.65/- Lakhs in the previous financial year.

Summarised Overview:

• Significant increase in volumes and turnover across all business activities.

• Diversification into new product assortments and entry into export markets supported overall growth.

• Operational scaling and improved capacity utilization enhanced efficiencies.

3. Significant Events during the Financial Year:Initial Public Offer of the Shares of the Company & Listing on SME Platform of BSE:

During the previous financial year, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 45,87,000 Equity Shares at price of Rs.44/- (including a premium

of Rs.34/- Equity Shares) aggregating to Rs.2,018.28 Lakhs which was opened for subscription on 23^rd April, 2024 and closed on 25^th April, 2024 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the BSE - SME platform on 30^th April, 2024. Subsequent to completion of IPO, the paid-up share capital of the Company increased to Rs.16,98,70,000/-

4. Material changes and commitment between the end of the Financial year to which this Financial statements relate and the date of the report of the Board:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which these financial statements relate and the date of this report.

There are following events which occurred between the end of financial year to which this report relate and the date of the report of the Board:

Resignation of Mr. Manish Tarachand Pande, Independent Director of the Company:

Mr. Manish Tarachand Pande has resigned from the post of, Independent Director of the Company with effect from 9^th April, 2025.

Resignation of Ms. Rishita Taparia, Company Secretary and Compliance Officer of the Company:

Ms. Rishita Taparia has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 20^th August, 2025.

5. Change in the nature of business:

The Company continues to be engaged in manufacturing of Hydrated Lime (Calcium Hydroxide) & a distributor of various products such as Poultry feed supplement, Feed Phosphates, Limestone Powder, etc. and there is no change in the nature of the business of the Company during the Financial year under review.

6. Dividend:

In view of strengthening its financial position, the Board of Directors of the Company is of the view to plough back the profits of the Company in to the business.

7. Share Capital:

Authorised Share Capital:

The Authorised Share Capital of the is Rs.18,00,00,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid Up Share Capital:

The Company has paid up share capital of Rs.16,98,70,000/- (Rupees Sixteen Crore Ninety-Eight Lacs Seventy Thousand Only) divided into 1,69,87,000 (One Crore Sixty-Nine Lacs Eighty-Seven Thousand equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31^st March, 2025.

8. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised and the Company has no outstanding amount as on date.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

10. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

There were no unclaimed or unpaid deposits as on 31^st March, 2025.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31^st March, 2025 is available on the Company’s website and can be accessed at https://www. shivamchem.com.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

13. Corporate Governance:

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2024-2025.

14. Non-Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1^st April, 2017.

15. Directors and Key Managerial Personnel:

The Board received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, two Executive Directors and Two Non-Executive Independent Directors.

16. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Financial Statements for the Financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the Profit and Loss of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Financial Statements on a going concern basis;

(v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors:

During the Financial Year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2024-25.

21. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s PSRD and Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for period of five years commencing from the conclusion of 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting.

Statutory Auditor’s comments on the Annual Financial Statements of the Company for the year ended 31^st March, 2025, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

22. Details of Fraud reported by the Auditor:

As per Auditor’s report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board’s Comment on Auditor’s Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2024-25. The Report of the Secretarial Auditor for Financial Year 2024-25 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, M/s. Bharat Kanakia & Associates, Chartered Accountants, was appointed as the Internal Auditor of the Company.

26. Disclosure relating to subsidiaries, joint ventures and associate companies:

As on 31^st March, 2025 the Company has Shivam Chemicals and Minerals Private Limited as 100% subsidiary company, details of which are provided in form AOC-1 attached as annexure - 1.

27. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

28. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report (MDA) is attached Annexure - 2.

29. Maternity Benefit: Rule 8(5Hxiii) of Companies (Accounts). Rules, 2014:

The Company affirm that it has duly complied with all the provision of Maternity Benefits to eligible woman employees during the year.

30. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

31. Independent Directors’ Meeting:

With reference to Clause VII of Schedule IV to the Companies Act, 2013 it is provided that a separate meeting of Independent Directors should be held at least once in a year. Accordingly, there was a separate meeting of the Independent Directors held on 29^th May, 2024. The meeting was chaired by Ms. Himani Bhootra.

The valuable inputs, as provided by the Independent Directors were noted and implemented in the forthcoming meetings.

32. Evaluation of Board, Its Committee, and Individual Directors:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

33. Meeting of Directors:Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings was circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 6 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

The Annual General Meeting of the Company held on 9^th September, 2024 for the Financial Year 2023-24. Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

iv. Corporate Social Responsibility Committee

A. Audit Committee Meetings

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

36. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employee’s remuneration for the Financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2024-25:

*There was no increase in the remuneration of Managing Director, Whole Time Directors, CFO and Company Secretary of the Company

2. The percentage Decrease in the median remuneration of employees in the Financial year: (11.61%)

3. The number of permanent employees on the rolls of the Company as on 31^st March, 2025: Thirteen Permanent employees, apart from Directors and KMPs.

4. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last Financial Year, Average percentile decrease made in the salaries of employees by 19.01% and whereas the remuneration of Key Managerial Personnel (KMP) remained unchanged.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company

37. Whistleblower Policy:

The Company has adopted a Whistleblower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.shivamchem.com during the year under review, there were no instances of Whistleblowers.

38. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

39. Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178:

During the Financial Year ended on 31^st March, 2025, the Board on the recommendation of the Nomination and Remuneration Committee has successfully reviewed the performance of the Directors, Key Managerial Personnel, Senior Management.

40. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

41. Particulars of Employee:

There is no percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2024-2025 with reference to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company would like to declare that it has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. Risk Management:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

43. Adequacy of Internal Financial Control with reference to Financial Statements:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

44. Cost Audit:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto 31^st March, 2024 and accordingly such accounts and records were not required to be maintained.

45. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention-Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, hereafter mentioned as “POSH Act” and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints arising under the POSH Act. Training and awareness sessions are conducted throughout the year to enhance sensitivity at the workplace. The Management and Board of Directors together have a close watch on the functioning of the Committee and have thereby confirmed the total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: NIL

b) No. of Complaints disposed: NIL

46. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company’s objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

47. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.